WCC

Business Context and Reporting Period

Company: WESCO International, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 15, 2012 (Event Date: October 17, 2012)
Context: The Company announced the entry into a Material Definitive Agreement to acquire EECOL Electric Corporation, a Canadian-based distributor, through its wholly-owned subsidiary, WDCC Enterprises Inc.

Key Financial Metrics

Transaction Value: Aggregate purchase price of CAD$1.14 billion, subject to adjustments for closing working capital, debt, liabilities, and transaction expenses.
Debt and Liquidity Impact: The acquisition is expected to be funded through:

• Approximately $750 million from a new institutional term loan (U.S. and Canadian tranches).
• An increase of $200 million in the principal amount available under the existing revolving credit facility.
• Accessing additional availability under the existing accounts receivable securitization.

Other Metrics: The filing text does not provide specific values for revenue, profit, cash flow, or margins for the reporting period.

Material Changes

This filing represents a material change in the Company's capital structure and operations due to the proposed acquisition. The transaction will significantly increase the Company's debt load via new term loans and expanded credit facilities to fund the CAD$1.14 billion purchase price.

Guidance, Outlook, and Risks

Outlook: Closing of the transaction is expected to occur in the fourth quarter of 2012.
Conditions and Risks: Consummation of the transaction is subject to several conditions, including the receipt of required regulatory approvals. The purchase price is subject to adjustments based on closing working capital and other liabilities.
Management Commentary: The filing summarizes the agreement but refers to the full text of the Share Purchase Agreement (Exhibit 2.1) for a complete discussion.

Investor Verification Checklist

• Verify the final purchase price after working capital and debt adjustments.
• Confirm receipt of all required regulatory approvals for the cross-border acquisition.
• Review the terms of the new $750 million institutional term loan and the impact on the Company's leverage ratios.
• Assess the integration plan and expected synergies of EECOL Electric Corporation with WESCO's existing operations.
• Examine the full Share Purchase Agreement (Exhibit 2.1) for specific covenants and liability caps.